Exhibit 2.3
Plan of Merger
PLAN OF MERGER
This Plan of Merger is made and entered into this 18th day of July,
2001, by and between ZKID NETWORK COMPANY, a Nevada corporation, ("ZKID NEVADA"
or the "Surviving corporation"), and Z.KID XXXXXXX.XXX, INC., a Delaware
corporation, ("ZKID DELAWARE" or the "Disappearing Corporation").
RECITALS
A. ZKID NEVADA is a corporation organized and existing under the laws
of the State of Nevada and has authorized capital stock consisting of
100,000,000 shares of common stock, par value $0.0001 per share, of which
21,857,034 shares are issued and outstanding.
B. ZKID DELAWARE is a corporation in organization under the laws of the
State of Nevada and has authorized capital stock consisting of 10,000 shares,
par value $0.001 per share, of which 5,000,000 shares are issued and outstanding
of which 3,000 are owned by Zkid Network Company.
C. The Board of Directors of ZKID NEVADA and ZKID DELAWARE,
respectively, deem it advisable for ZKID DELAWARE to merge with and into ZKID
NEVADA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, ZKID NEVADA and ZKID DELAWARE hereby agree to the following
Plan of Merger:
1. Names of Constituent Corporations. ZKID DELAWARE will merge with and
into ZKID NEVADA. ZKID NEVADA will be the Surviving Corporation.
2. Terms and Conditions of Merger. The effective date of merger will be
the date upon which the Articles of Merger are filed with the Nevada and
Delaware Secretaries of State. Upon the effective date of the merger the
separate corporate existence of ZKID DELAWARE will cease; title to all real
estate and other property owned by ZKID DELAWARE will be vested in ZKID NEVADA
without reversion or impairment; and the Surviving Corporation will have all
liabilities of ZKID DELAWARE. Any proceeding pending by or against ZKID DELAWARE
may be continued as if such merger did not occur, or the Surviving Corporation
may be substituted in the proceeding for ZKID DELAWARE.
3. Governing Law. The laws of the State of Nevada will govern the
Surviving Corporation.
4. Name. The name of the Surviving Corporation will be ZKID NETWORK
COMPANY.
5. Registered Office. The present address of the registered office of
the Surviving and Disappearing corporation's is 000 Xxxx Xxxx Xx., Xxxxx 000,
Xxxxxxx, XX 00000.
6. Accounting. The assets and liabilities of ZKID NEVADA and ZKID
DELAWARE (collectively the "Constituent Corporations") as of the effective date
of the merger will be taken up on the books of the Surviving Corporation at the
amounts at which they are carried at that time on the respective books of the
Constituent Corporations. The Surviving Corporation agrees to perform all
outstanding contractual duties and obligations of the Disappearing Corporation.
7. Bylaws. The Bylaws of ZKID NEVADA as of the effective date of the
merger will be the Bylaws of the Surviving Corporation until the same will be
altered or amended in accordance with the provisions thereof.
8. Directors. The directors of ZKID NEVADA as of the effective date of
the merger will be the directors of the Surviving Corporation until their
respective successors are duly elected and qualified.
9. Manner and Basis of Converting Shares. As of the effective date of
the merger:
(a) Each share of ZKID DELAWARE common stock, with a par value
of $0.001 per share, issued and outstanding will be cancelled effective with the
filing of the Articles of Merger.
(b) Zkid agrees to become the obligor to the issued and
outstanding convertible debt securities of Z.Kid Xxxxxxx.xxx, Inc. and issue its
common shares to the note holders upon exchange in the equity percentage ranges
set forth in the Convertible Promissory Notes.
10. Shareholder Approval. This Plan of Merger will be submitted to the
shareholders of ZKID DELAWARE for its approval in the manner provided by law.
After approval, the Articles of Merger will be filed as required under the laws
of the State of Nevada.
11. Rights of Dissenting Shareholders. ZKID NEVADA, the sole
shareholder of ZKID DELAWARE will waive any dissenting rights.
12. Termination of Merger. This merger may be abandoned at any time
prior to the filing of Articles of Merger with the Secretary of State, upon a
vote of a majority of the Board of Directors of both ZKID NEVADA and ZKID
DELAWARE. If the merger is terminated, there will be no liability on the part of
either Constituent Corporation, their respective Boards of Directors, or
shareholders.
13. Counterparts. This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies will be and constitute an
original instrument.
IN WITNESS WHEREOF, this Plan of Merger has been adopted by the
undersigned corporations as of this 18th day of July, 2001.
ZKID NETWORK COMPANY Z.KID XXXXXXX.XXX, INC.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxx X. Xxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxx X. Xxxxxxxxxxx
Title: President Title: President
